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HomeMy WebLinkAboutResolution No. 92-R310 0 RESOLUTION NO. 92-R31 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING THE ISSUANCE AND SALE OF ITS NOT TO EXCEED $11,000,000 TAXABLE COLLATERALIZED REFUNDING BONDS, SERIES 1992; APPROVING AN INDENTURE, A PRELIMINARY OFFICIAL STATEMENT AND A PURCHASE CONTRACT RELATING TO THE BONDS; APPROVING AN ESCROW AGREEMENT; APPOINTING A TRUSTEE FOR THE BONDS; RETAINING BOND COUNSEL; AND AUTHORIZING CERTAIN OTHER ACTIONS WHEREAS, the Redevelopment Agency of the City of Azusa (the "Agency") has previously issued its $10,000,000 original aggregate principal amount of Redevelopment Agency of the City of Azusa Single Family Mortgage Revenue Refunding Bonds (Mortgage - Backed Securities Program) 1992 Series A (the "Prior Bonds") under the provisions of Part 1 of Division 24 of the California Health and Safety Code; and WHEREAS, the Agency wishes to refund and defease the Prior Bonds to maturity by means of the issuance of a series of refunding bonds (the "Refunding Bonds") pursuant to Articles 10 and 11 of Chapter 3 of Division 2 of Part 1 of Title 5 of the California Government Code, all for the purpose of producing savings to the Agency; and WHEREAS, the Agency has received a joint proposal from Miller & Schroeder Financial, Inc. and Magnus Capital, Inc. (the "Underwriters") for the purchase of the Refunding Bonds pursuant to a Purchase Contract (the "Purchase Contract") and the Underwriters have caused to be prepared a proposed form of Preliminary Official Statement to be used in connection with the sale of the Refunding Bonds; and WHEREAS, there have also been prepared a proposed form of Indenture under which the Refunding Bonds will be issued; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them are true and correct. Section 2. Issuance of Refunding Bonds; Approval of Indenture. The Agency hereby authorizes the issuance of a series of its refunding bonds for the purpose of refunding the Prior Bonds, said bonds to be known as the "Redevelopment Agency of the City of Azusa, Taxable Collateralized Refunding Bonds, Series 1992." Proceeds of the Refunding Bonds shall be used to refund and defease to maturity the Prior Bonds. The Refunding Bonds shall be KRWI12886 issued in the principal amount to be determined by the Executive Director in connection with the execution of the Purchase Contract, provided that the aggregate principal amount of the Refunding Bonds shall not exceed $11,000,000. The proposed form of the Indenture (the "Indenture") on file with the Secretary of the Agency, by and between the Agency and the Trustee for the Refunding Bonds, is hereby approved and the Chairman or Vice Chairman of the Agency and the Secretary of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency to execute, acknowledge and deliver to the Trustee the Indenture in substantially the form hereby approved, with such additions or changes as Bond Counsel, Agency Counsel and the officers executing the same may approve and which may be consistent with the Purchase Contract, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Form of Bonds; Book -Entry System. The proposed form of the Refunding Bonds as set forth in the Indenture is hereby approved, and the Chairman or Vice Chairman of the Agency and the Secretary of the Agency are hereby authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the Agency and under its seal, such Refunding Bonds in either temporary and/or definitive form in the aggregate principal amount set forth in the Indenture and the Purchase Contract and all in accordance with the terms and provisions of the Indenture, and the Executive Director is authorized to prepare and/or deliver any and all documents, materials or approvals necessary to provide for a system of book -entry ownership and transfer of the Refunding Bonds in the event the Underwriters request that the Refunding Bonds be delivered in book -entry form. Section 4. Official Statement. The proposed form of the Preliminary Official Statement on file with the Secretary of the Agency and relating to the Refunding Bonds is hereby approved, and such Preliminary Official Statement may be brought into the form of a Final Official Statement which shall contain such changes or modifications as deemed necessary by any of the Chairman, Vice Chairman or Executive Director of the Agency, Bond Counsel and/or Agency Counsel. The Chairman, Vice Chairman or Executive Director are hereby authorized to execute and deliver said Final Official Statement for and in the name and on behalf of the Agency. The Executive Director is authorized to "deem final," within the mean- ing of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement. The Agency hereby authorizes the distribution of the Preliminary Official Statement and the Final Official Statement by the Underwriters. Section 5. Purchase Contract. The proposed form of the Purchase Contract on file with the Secretary of the Agency and relating to the purchase of the Refunding Bonds by the Underwrit- ers, and the sale of the Refunding Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and, subject to such approval and the provisions of Section 6 hereof, the Chairman, Vice Chairman or Executive Director of the Agency are hereby authorized and directed to evidence the Agency's acceptance KRW112886 - 2 - 0 0 of the offer made by said Purchase Contract by executing and deliv- ering said Purchase Contract in said form with such non -substantive changes therein as the Chairman, Vice Chairman or Executive Direc- tor may approve and such matters as are authorized by Section 6 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Executive Director Authorized to Establish Final Terms of Sale of the Refunding Bonds. The Executive Director of the Agency, based on such advice as he may deem necessary, is hereby authorized and directed to act on behalf of the Agency to establish and determine: (i) the final principal amount of the Refunding Bonds, which amount shall not exceed $11,000,000; (ii) the interest rate on the different maturities of the Refunding Bonds (or the approximate yield in the case of any compound inter- est bonds), which rate shall result in a net effective interest rate on the Refunding Bonds (taking into account any original issue discount on the sale thereof) of not more than 8.01 per annum; and (iii) the underwriter's discount for the purchase of the Refunding Bonds, which shall not exceed 1.0t of the par amount of the Refund- ing Bonds. Section 7. Defeasance of Prior Bonds: Approval of Escrow Agreements. The Agency hereby approves the defeasance of the Prior Bonds with the proceeds of the Refunding Bonds, in accordance with the provisions of the documents pursuant to which such Prior Bonds were issued, and an Escrow Deposit and Trust Agreement, the form of which is on file with the Secretary of the Agency, between the Agency and the trustee for the Prior Bonds (the "Escrow Agreement"). The Agency hereby approves the Escrow Agreement in the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director upon consultation with Bond Counsel and Agency Counsel. The Agency hereby authorizes and directs the Executive Director to execute and deliver the final form of the Escrow Agreement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance by the Agency of the Escrow Agreement. Section 8. Appointment of Trustee. First Interstate Bank of California is hereby appointed as trustee for the Agency and the owners of the Refunding Bonds, with the duties and powers of such trustee as set forth in the Indenture relating to the Refunding Bonds. Section 9. Sale of Mortgacre-Backed Securities. In connection with the defeasance of the Prior Bonds, the Executive Director is hereby authorized, in consultation with the Under- writers, the Agency's Financial Consultant, Agency Counsel and Bond Counsel, to solicit offers and negotiate the sale of the Federal National Mortgage Association Certificates (the "FNMA's") which currently secure repayment of the Prior Bonds, for the best price then obtainable, as determined by the Executive Director and the Agency shall use such proceeds to purchase "Qualified Permitted KRW112886 - 3 - 0 0 Investments" (as defined in the Indenture) to secure and provide for the repayment of the Refunding Bonds and any proceeds resulting from such sale of the FNMA's not required to purchase Qualified Permitted Investments or to pay the costs of issuance relating to the Refunding Bonds shall be utilized by the Agency for any lawful purpose. Section 10. Investment Agreements. Pursuant to the Indenture, any of the Chairman, the Vice Chairman or the Executive Director of the Agency, in consultation with the Underwriters, the Agency's Financial Consultant, Agency Counsel and Bond Counsel, are hereby authorized and directed to enter into and execute on behalf of the Agency one or more investment agreements or similar agreements which qualify as "Investment Agreements" or "Qualified Permitted Investments," as defined in the Indenture, in order to secure the repayment of the Refunding Bonds. Section 11. Requisitions. Any of the Chairman, the Vice Chairman, the Executive Director or Finance Director of the Agency are hereby authorized and directed to execute one or more requisi- tions authorizing the Trustees to pay the cost of issuing the Refunding Bonds pursuant to the Indenture. Section 12. Bond Counsel. The firm of Best, Best & Krieger is hereby retained as bond counsel to the Agency in connec- tion with the issuance of the Refunding Bonds. The Executive Director is hereby authorized to negotiate and enter into an agree- ment with said firm for such services, with the fee of said firm to be paid as a cost of issuance relating to the Refunding Bonds. Section 13. Other Acts. The officers of the Agency are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, including but not limited to, the Final Official Statement, which in consultation with the staff, Agency Counsel and Bond Counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Refunding Bonds or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. KRW112886 -4- Section 14. Effective Date. This Resolution shall take effect immediately upon adoption. ADOPTED this 1st day of June, 1992. i Cha' an of the Redevelopment Ageeicy of the City of Azusa I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Board of Directors of the Redevelopment Agency of the City of Azusa, at a regular meeting thereof, held on the 1st day of June, 1992, by the following vote of the Board: AYES: BOARDMEMBERS: DANGLEIS, MADRID, NARANJO, MOSES. NOES: BOARDMEMBERS: NONE ABSENT: BOARDMEMBERS: ALEXANDER Secretary of iAe Redevelopm Agency of thqfCity of Azusa KRH112B66 - 5 -